8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 1, 2005
(Date of Report/Date of earliest event reported)

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

WISCONSIN	1-7626	39-0561070
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)

(414) 271-6755
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Restricted Stock Agreement

Executive Employment Contract

Amendment to Supplemental Executive Retirement Plan A

Amendment to Supplemental Executive Retirement Plan B

Amendment to Amended and Restated Change of Control Employment and Severence Agreements

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 1, 2005, Sensient Technologies Corporation (the “Company”), acting through its board of directors and/or the Compensation Committee thereof, took action to adopt or amend various agreements.

     1. Board of Directors (with Mr. Manning abstaining) approved a new Executive Employment Contract with Kenneth P. Manning (the “2005 Manning Agreement”). Among other matters, the 2005 Manning Agreement extends the term of Mr. Manning’s employment until April 2011, provides for various transitional roles and other matters as the end of that term approaches, adjusts compensation (with an initial base salary of $783,000) and certain benefits, and makes changes and clarifications in the provisions relating to confidentiality, non-solicitation and non-competition. The 2005 Manning Agreement replaces Mr. Manning’s prior employment contract dated November 11, 1999, as it had been amended and extended. For further information, reference is made to the 2005 Manning Agreement, which is attached as Exhibit 10.2 hereto.

     2. The Company approved amendments to its Supplemental Executive Retirement Plan A and B, and to the form of Amended and Restated Change in Control and Employment and Severance Agreement with certain executives of the Company, to amend the definition of “annual bonus” under those plans and agreements. As amended, “annual bonus” will now include the greater of (i) the executive’s highest bonus on any one of the last five annual bonus payment dates immediately preceding a company change in control or (ii) any one annual bonus payment coinciding with or following the date on which the executive attains age 50 and preceding such change in control.

     3. The Company adopted a new form of agreement for restricted stock awards made under the Sensient Technologies Corporation 2002 Stock Option Plan (the “2002 Plan”). In all cases, the form of award agreement is in accordance with the provisions of, and alternatives provided in, the 2002 Plan; among other things, the new form explicitly recognizes the Company’s established practice, which is continuing, of making gross-up payments to reimburse for tax liability upon the vesting of restricted stock awarded under the 2002 Plan and predecessor plans. Terms of the specific awards will vary regarding: the number of shares subject to the awards; the vesting periods (or other arrangements), if any; the date of grant; and the identity of the recipients.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The entry into the 2005 Manning Agreement also constitutes the termination of the prior Executive Employment Contract dated November 11, 1999 between Mr. Manning and the Company, as it had been amended an extended. See Item 1.01, numbered paragraph 1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1:	Form of Restricted Stock Agreement (2002 Plan)
Exhibit 10.2	Executive Employment Contract between the Company and Kenneth P. Manning, dated as of December 1, 2005
Exhibit 10.3	Amendment No. 2 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan A
Exhibit 10.4	Amendment No. 2 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan B
Exhibit 10.5	Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Change of Control Employment and Severance Agreements

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SENSIENT TECHNOLOGIES CORPORATION
(Registrant)
By:	/s/ John L. Hammond
Name:	John L. Hammond
Title:	Vice President, Secretary and
	General Counsel
Date: December 2, 2005

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EXHIBIT INDEX

Exhibit 10.1:	Form of Restricted Stock Agreement (2002 Plan)
Exhibit 10.2	Executive Employment Contract between the Company and Kenneth P. Manning, dated as of December 1, 2005
Exhibit 10.3	Amendment No. 2 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan A
Exhibit 10.4	Amendment No. 2 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan B
Exhibit 10.5	Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Change of Control Employment and Severance Agreements

EX-10.1

Exhibit 10.1

SENSIENT TECHNOLOGIES CORPORATION
(a Wisconsin Corporation)
2002 Stock Option Plan

RESTRICTED STOCK AGREEMENT

Grantee:

Grantee’s Address:

Grant Date:

Number of Shares:

Period of Restriction:

     Sensient Technologies Corporation, a Wisconsin corporation (the “Company”) and the above-named Grantee hereby agree as follows:

     1. Grant of Restricted Stock. In consideration of the continued employment of the Grantee for the periods herein defined, and in consideration of the Grantee having entered into a Noncompetition, Nonsolicitation and Confidentiality Agreement (or an agreement of similar purpose and effect, however titled) prior to or contemporaneous with this Agreement, the Company grants to the Grantee the Number of Shares of common stock, par value $0.10 per share, of the Company stated above (the “Restricted Stock”) upon the terms and conditions set forth herein.

     2. Plan; Defined terms. This grant of Restricted Stock is made pursuant to the Company’s 2002 Stock Option Plan (the “Plan”) and is subject to each and all of the provisions of the Plan. A copy of the Plan is attached to this Agreement and is made a part hereof. The Plan was approved by the shareholders of the Company at the Company’s Annual Meeting held on April 25, 2002. All capitalized terms used in this Agreement, including the terms set forth in the table above, have the meanings assigned to them in this Agreement. Any capitalized terms that are not defined in this Agreement are defined in the Plan. Certain other terms used in this Agreement are also defined herein.

     3. Period of Restriction. The Period of Restriction shall be as stated above.

     4. Restrictions. The shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated during the Period of Restriction except as provided in Section 8.7 or 8.8 of the Plan or Section 6 of this Agreement.

     5. Acquisition for Investment. The Grantee represents that he or she is acquiring the shares of Restricted Stock for investment purposes only and not with a view toward the redistribution, resale, or other disposition thereof.

     6. Election to Sell Shares to the Company. The Grantee, or in the case of his or her death, his or her beneficiary or estate, may elect to sell to the Company, within sixty (60) days after the last day of the Period of Restriction, up to one-half (¹/2) of the shares of Restricted Stock issued hereunder upon the conditions set forth in Section 8.8 of the Plan. Such election shall be exercised by delivering to the Secretary of the Company written notice specifying the number of shares of Restricted Stock to be sold and by tendering certificates for such shares, duly endorsed in blank or accompanied by stock powers

duly endorsed in blank. If the Company is precluded by law from purchasing the shares of Restricted Stock so tendered, it shall promptly return the same to the Grantee (or his or her beneficiary or estate).

     7. Termination of Employment.

               (a) In the event that the Grantee terminates his or her employment with the Company because of normal retirement (under the terms of the Company’s Employee Stock Ownership Plan (“ESOP”) in effect on the date of such termination of employment (or on the date the ESOP is terminated if not then in effect)), the Period of Restriction with respect to any shares of Restricted Stock held by the Grantee shall automatically terminate and (except as otherwise provided in Section 8.2 of the Plan) such shares shall thereafter be free of restrictions and freely transferable.

               (b) In the event that the Grantee terminates his or her employment with the Company because of “early retirement” (under the terms of the ESOP in effect on the date of such termination of employment (or on the date the ESOP is terminated if not then in effect)) the Committee may, in its sole discretion, waive the Period of Restriction and/or add such new restrictions to the Restricted Stock as it deems appropriate.

               (c) In the event the Grantee terminates his or her employment with the Company because of death or Disability during the Period of Restriction, the Period of Restriction shall terminate automatically with respect to that number of shares of Restricted Stock (rounded to the nearest whole number) equal to the total number of shares of Restricted Stock granted multiplied by the number of full months which have elapsed since the Grant Date divided by the maximum number of full months of the Period of Restriction. All remaining shares of Restricted Stock shall be forfeited and returned to the Company; provided, however, that the Committee may, in its sole discretion, waive the restrictions remaining on all such remaining shares. “Disability” means the permanent and total inability, by reason of physical or mental infirmity, or both, of the Grantee to perform the work customarily assigned to him or her by the Company. The determination of the existence or nonexistence of a Disability shall be made by the Committee based on satisfactory medical evidence.

               (d) In the event the employment of the Grantee with the Company is terminated by any reason other than death, Disability, normal retirement, or early retirement prior to the expiration of the Period of Restriction, then the Restricted Stock shall be automatically forfeited by the Grantee.

     8. Forfeiture of Restricted Stock and Repayment of Restricted Stock Value.

               (a) If, at any time after the Grant Date, the Grantee engages in any act in violation of any agreement between Grantee and the Company (whether executed prior to, simultaneous with, or after the date of this Agreement) having the effect or purpose of prohibiting or restricting all or any of (A) the disclosure by Grantee of confidential information obtained from the Company or any subsidiary; (B) activities by the Grantee in competition with the Company or any subsidiary; or (C) solicitation by the Grantee of customers of the Company or any subsidiary in competition with the Company or any subsidiary (including, without limitation, any agreement entitled “Noncompetition, Nonsolicitation and Confidentiality

Agreement”), or any amendment thereto or extension thereof or successor or replacement agreement, then notwithstanding any other terms of this Grant:

                    (i) If the Period of Restriction has not then expired, the Restricted Stock shall automatically be forfeited by the Grantee; and

                    (ii) If the Period of Restriction expired prior to the termination date of the agreement referred to in the introductory portion of this subparagraph (a), the Grantee shall be obligated to pay to the Company the Restricted Stock Value. “Restricted Stock Value” shall mean the total market value of the shares of Restricted Stock as determined based upon the closing price of the Company’s common stock on the New York Stock Exchange on the expiration date of the Period of Restriction.

               (b) Notwithstanding the foregoing, this Section 8 shall immediately become null and void and of no further force and effect upon the occurrence of a Change of Control.

     9. Tax Gross-Up Payment. The parties recognize that the lapse of restrictions under this Agreement will cause Grantee to recognize taxable income. The Company agrees to make a tax gross-up payment to Grantee at the time the applicable restrictions lapse. The tax gross-up payment shall be calculated to be equal to Grantee’s federal income tax, state income tax and employment tax on both the Restricted Stock and the tax gross-up payment. The tax gross-up payment under this Section 9 shall not duplicate any tax gross-up payment under any other agreement with the Company. In the event any other agreement provides for a tax gross-up payment relating to the Restricted Stock, the tax gross-up payment under this Agreement shall be reduced to reflect such other payment.

     10. Rights as Shareholder. Grantee shall have only such rights as a shareholder with respect to any shares of Restricted Stock subject to this Grant as are provided in Sections 8.5 and 8.6 of the Plan.

     11. No Right to Continued Employment. This Grant shall not confer upon Grantee any right with respect to continuance of employment by the Company or any subsidiary, nor shall it interfere in any way with the right of the Company to terminate Grantee’s employment at any time.

     12. Designation of Beneficiary. The person designated by the Grantee as his or her beneficiary or any successor designated by the Grantee in accordance herewith (the “Beneficiary”) shall be entitled to the Restricted Stock as to which the Period of Restriction has not expired, subject to Section 7(c) hereof, after the death of the Grantee. The Grantee may from time to time revoke or change his or her Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Grantee’s death, and in no event shall any designation be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of the Grantee’s death, or if no designated Beneficiary survives the Grantee, or if such designation conflicts with law, the Grantee’s estate acting through his or her legal representative, shall be entitled to the Restricted Stock as to which the Period of Restriction has not expired, subject to Section 7(c) hereof, after the death of the Grantee.

     13. Powers of the Company Not Affected. The existence of the Restricted Stock shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Company’s common stock or the rights thereof, or

dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

     14. Interpretation by Committee. As a condition of the granting of the Restricted Stock, the Grantee agrees, for himself and his legal representatives or guardians, successors and assigns, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.

     15. Severability. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

     IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement, in duplicate, as of the date of grant shown above.

SENSIENT TECHNOLOGIES CORPORATION

By:

Vice President — Administration

Grantee

EX-10.2

Exhibit 10.2

EXECUTIVE EMPLOYMENT CONTRACT

     THIS AGREEMENT, made and entered into as of the 1st day of December, 2005 by and between Sensient Technologies Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and Kenneth P. Manning (hereinafter referred to as “Executive”);

W I T N E S S E T H :

     WHEREAS, the Executive is presently employed by the Company as its President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”);

     WHEREAS, the Board recognizes that the Executive’s contribution to the growth and success of the Company has been substantial;

     WHEREAS, the Board desires to provide for the continued employment of the Executive and to encourage the continued attention and dedication to the Company of the Executive as a member of the Company’s management and as Chairman of its Board of Directors;

     WHEREAS, the Executive and the Company intend that this Agreement shall supersede and replace the Executive Employment Contract made and entered into as of November 11, 1999, by and between the Company and the Executive (the “Prior Agreement”);

     WHEREAS, the Executive and the Company intend that in the event of a Change of Control (as defined in the Amended and Restated Change of Control Severance and Employment Agreement, made and entered into as of November 11, 1999, as amended, by and between the Executive and the Company (the “Change of Control Agreement”)), this Agreement shall be superseded and replaced by the Change of Control Agreement; and

     WHEREAS, the Executive is willing to commit himself to continue to serve the Company, on the terms and conditions herein provided;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

     1. Employment. The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth herein.

     2. Term. The employment of the Executive by the Company as provided in Section 1 of this Agreement will commence on the date hereof and end immediately following the Company’s 2010 Annual Meeting of Shareholders to be held on April 22, 2010, unless further extended by mutual agreement or sooner terminated as hereinafter provided (the “Employment Period”), after which Executive will continue to serve as a non-employee Chairman of the Board until immediately following the Company’s 2011 Annual Meeting of Shareholders to be held on April 21, 2011.

     3. Position and Duties.

               (a) The Executive shall serve as President of the Company until the election of a new President and Chief Operating Officer in accordance with the succession plan approved by the Board, unless otherwise mutually agreed. Throughout that period and thereafter until the Company’s Annual Meeting of Shareholders to be held on April 23, 2009, and unless otherwise mutually agreed, the Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as President and Chief Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment Period and unless otherwise mutually agreed, the Executive shall serve as the Chairman of the Board and shall have such responsibilities and authority as may from time to time be assigned to the Executive by the Company’s Board of Directors consistent with his position as Chairman of the Board.

               (b) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all his working time and efforts during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement or otherwise violate the provisions of Section 14.

     4. Place of Performance. In connection with the Executive’s employment by the Company, the Executive shall be based in Milwaukee, Wisconsin (at the principal executive offices of the Company) except for required travel on the Company’s business to an extent substantially consistent with his present business travel obligations.

     5. Compensation and Related Matters.

               (a) Base Salary. Except as provided below, during the Employment Period, the Company shall pay to the Executive a salary at a rate of $783,000 per annum pursuant to the Company’s normal payroll practices (the “Base Salary”). The Base Salary shall be reviewed on or before January 1 of each year following the date of this Agreement, while this Agreement remains in force, to ascertain whether in the judgment of the Board or such Committee to whom the Board may have delegated authority, such Base Salary should be adjusted. Any adjustment shall occur only by mutual agreement of the Company (acting with the approval of the Compensation Committee) and the Executive. If so adjusted, the term Base Salary as utilized in this Agreement shall refer to the Base Salary as so adjusted. Compensation of the Executive by salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit plan of the Company. The Base Salary payments (including any adjusted salary payments) hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or

payment hereunder shall in any way limit or reduce the obligation of the Company to pay the Executive’s Base Salary hereunder.

               (b) Annual Bonus. In addition to the annual Base Salary, the Executive shall be eligible to be awarded, for each fiscal year or portion of a fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) pursuant to the terms of the Company’s Incentive Compensation Plan for Elected Corporate Officers, or any successor or replacement plan.

               (c) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

               (d) Other Benefits. During the Employment Period: (i) the Executive shall be entitled to participate in incentive, savings and retirement plans, practices, policies and programs of the Company to an extent no less favorable than the participation provided generally to other senior executives of the Company; and (ii) the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in, and shall receive benefits under, welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs) to an extent no less favorable than the participation and benefits provided to other senior executives of the Company (and/or their families).

               (e) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation that is no less favorable than the paid vacation provided generally to other senior executives of the Company and to all paid holidays given by the Company to its other senior executives.

               (f) Office and Support Staff. During the entire term of this Agreement (including the time following the Employment Period but while Executive serves as Chairman of the Board), the Company shall furnish the Executive with office space, secretarial assistance and such other facilities and services as shall be suitable to the Executive’s position and adequate for the performance of his duties as set forth in Section 3.

               (g) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits and perquisites, which shall be no less favorable than the fringe benefits and perquisites provided generally to other senior executives of the Company.

               (h) Non-Employee Chairman of the Board. Following the Employment Period but while Executive serves as Chairman of the Board, the Executive shall receive such compensation, reimbursements and benefits as the Board of Directors may determine from time to time, but not less than such amounts as are paid or payable to outside directors.

     6. Offices. The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries, provided that the Executive is indemnified for serving in any such capacities on a basis no less favorable than is currently provided by the Company’s By-laws.

     7. Death. If the Executive shall die during the Employment Period but prior to the delivery of a Notice of Termination (as hereinafter defined) by the Company or by the Executive for Good Reason (as hereinafter defined), the Company shall pay the Executive’s estate or legal representative, within thirty days following the Executive’s Date of Termination (as hereinafter defined), a lump sum payment equal to the sum of: (1) the accrued but unpaid portion of the Executive’s annual Base Salary through the Date of Termination (i.e., the portion of the Base Salary for the period before Executive’s death that remains unpaid), (2) the value of the Executive’s accrued, but unused, vacation days (based on the Executive’s annual Base Salary) and (3) the product of (x) the average annual bonus earned by the Executive for the three years immediately prior to the year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of full and partial months in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is twelve, in each case to the extent not theretofore paid (the “Bonus Amount”), and the Company shall have no further obligations to pay other benefits under this Agreement. The amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the “Accrued Obligations.”

     8. Disability.

               (a) If during the Employment Period, the Company or the Executive terminates the Executive’s employment due to the Executive’s Disability, the Company shall pay the Executive (1) within thirty days following the Executive’s Date of Termination, a lump sum payment of the Accrued Obligations and (2) commencing on the Date of Termination until April 22, 2010 or the termination of his Disability, whichever is first to occur, such amounts which an individual in his earnings category would be normally entitled to receive as full Long Term Disability (“LTD”) coverage under the Company LTD plan then in effect, but not less than 60% of his Base Salary as determined under Section 5(a) at the time of the Date of Termination. During the term of his Disability, the Executive also shall receive the employee benefits (or service credits therefor, as the case may be) he would have been entitled to receive, as provided in Section 5(d) (other than under incentive plans). The obligation to provide the foregoing disability benefits shall survive the termination of this Agreement provided the Disability was incurred before termination, and the Company shall have no further obligations to pay compensation or benefits under this Agreement.

               (b) For purposes of this Agreement, “Disability” means that (i) the Executive has been unable, for a period of 180 consecutive business days, to perform the Executive’s duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and acceptable to the Executive or the Executive’s legal representative, has determined that the Executive’s incapacity is total and permanent. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice, and shall be effective on the 30th day after

receipt of such notice by the Executive (the “Disability Effective Date”), unless the Executive returns to full-time performance of the Executive’s duties before the Disability Effective Date.

     9. Termination by the Company.

               (a) Termination for Cause. The Executive’s employment may be terminated by the Board at any time for Cause which shall be defined to mean (I) conviction of the Executive of any act of fraud, theft or embezzlement or (II) the commission of any of the following acts by the Executive which is substantially injurious to the Company: dishonesty, gross misconduct, willful disclosure of trade secrets, gross dereliction of duty or other grave misconduct on the part of the Executive.

               The Executive shall not be deemed to have been terminated for Cause without (i) reasonable notice to the Executive setting forth the reasons for the Company’s intention to terminate for Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Board and (iii) delivery to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in this Section 9(a), and specifying the particulars thereof in detail. In the event the Executive’s employment is terminated for Cause, the Executive shall be entitled to his accrued and unpaid Base Salary through the Date of Termination and shall forfeit his right to any and all compensation and benefits he would otherwise have been entitled to receive under this Agreement.

               (b) Termination without Cause. The Company has the right to terminate the employment of the Executive without Cause, upon at least thirty days’ prior written notice, if such termination is approved by a majority vote of the Board taken at a meeting duly called to consider such matter. In the event of termination of the Executive’s employment pursuant to this Section 9(b), the Company shall provide the Executive with the following “Termination Benefits,” and the Company shall have no further obligations to pay compensation or benefits under this Agreement:

                    (i) a lump sum cash payment, within thirty days following the Date of Termination, equal to the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus for the year in which the Date of Termination occurs (if no target bonus has been set for such year, the Executive’s target bonus for the prior year shall be used);

                    (ii) the Executive shall be credited with three additional years of service for purposes of calculating his retirement benefit under any supplemental or excess retirement plan of the Company in which he was a participant as of the Date of Termination;

                    (iii) from the Date of Termination until 36 months following the end of the month in which the Date of Termination occurs, the Company shall continue benefits to the Executive (and/or the Executive’s family) at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other senior executives

of the Company (and their families) (in addition, if the Executive is eligible for “COBRA” continuation health coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (or any successor provision), such coverage shall commence upon the end of the coverage for the Severance Period); provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and

                    (iv) the Executive shall be credited with three additional years of service and age for purposes of eligibility for retiree health benefits under any retiree health plan maintained by the Company.

     10. Termination by the Executive.

               (a) Without Good Reason. The Executive has the right to terminate his employment at any time without Good Reason upon no less than thirty days’ prior written notice delivered to the Company. If the Executive terminates his employment during the Employment Period for any reason other than Disability or Good Reason, the Company shall pay a lump sum payment to the Executive of the Accrued Obligations (other than the Bonus Amount), and the Company shall have no further obligations to pay compensation or benefits under this Agreement.

               (b) For Good Reason. The Executive has the right to terminate his employment for Good Reason upon thirty days’ prior written notice delivered to the Company within 120 days of the occurrence of one of the events set forth below. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent:

                    (i) any reduction in the Executive’s Base Salary;

                    (ii) the assignment to the Executive of any duties inconsistent with, or the reduction of powers or functions associated with, his positions, duties, responsibilities and status with the Company set forth in Section 3;

                    (iii) the Company’s mandatory transfer of the Executive to another geographic location other than a location within 35 miles of Milwaukee, Wisconsin or to a location other than the Company’s principal executive offices, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; or

                    (iv) any other material breach of this Agreement by the Company.

     An isolated, insubstantial and inadvertent action not taken in bad faith, and which is remedied by the Company within ten days after notice from the Executive, shall not be treated as Good Reason under this Agreement. In the event of a termination of employment by the Executive for Good Reason during the Employment Period, the Executive shall be provided with the Termination Benefits set forth in Section 9(b) hereof.

     In the event that the Executive shall in good faith give a Notice of Termination (as hereinafter defined) for Good Reason and it shall thereafter be determined that Good Reason did not exist, the employment of the Executive hereunder shall, at the Executive’s option, continue after such determination; provided, that the Executive continued his employment during the dispute concerning his alleged Good Reason pursuant to his option to do so as provided in Section 11 and provided further, that in no event shall such employment extend beyond the Employment Period. If the Executive does not choose to continue his employment hereunder after such determination, the employment of the Executive shall be deemed to have terminated at the date of giving such purported Notice of Termination by mutual consent of the Company and the Executive; provided, however, that if the Executive exercises his option to continue his employment during the period of dispute concerning his alleged Good Reason as provided in Section 11, the Executive shall be entitled to compensation and benefits during such continued employment in accordance with Section 5 of this Agreement.

     11. Notice of Termination; Date of Termination.

               (a) Notice of Termination. Any termination of the Executive’s employment by the Company under Section 9 or by the Executive under Section 10 shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and the date of the Executive’s termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. In the event that one party notifies the other that a dispute exists concerning the termination of the Executive’s employment, the Executive’s employment under this Agreement shall, at the Executive’s option, not be terminated until such dispute is finally resolved either by mutual written agreement of the parties or in accordance with Section 16, as the case may be; provided, however, that in no event shall such employment extend beyond the Employment Period.

               (b) Date of Termination. The Executive’s “Date of Termination” shall mean: (i) in the event of his death, the date of death; (ii) in the event of his Disability, the Disability Effective Date; and (iii) in the event of any other termination of employment, the date specified in the Notice of Termination.

     12. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which the Executive may qualify, nor, subject to Section 24, shall anything in this Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company. Accrued benefits and other amounts that the Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company on or after the Date of Termination shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

     13. Interest and Costs. In the event that any payments due to the Executive hereunder shall fail to be paid when due, such unpaid amounts shall bear interest at the rate of 8% per annum and if such unpaid amounts are collected by law or through an attorney-at-law, the

Executive shall also be entitled to collect reasonable attorneys’ fees and all costs of collection. Within ten (10) days after the Executive’s written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, such reasonable attorneys’ fees and costs of collection in advance of the final disposition or conclusion of any dispute, legal or arbitration proceeding with respect to such collection.

     14. Noncompetition; Nonsolicitation and Confidential Information.

               (a) During the Employment Period and while Executive serves as Chairman of the Board, Executive shall not provide any assistance to any competitor of the Company. In addition, for a period of one year after the later of the Executive’s Date of Termination or the date Executive ceases to serve as Chairman of the Board (the “Noncompetition Period”), the Executive shall not, except as permitted by the Company’s prior written consent, engage in, be employed by, or in any way advise or act for, any business which is a competitor of the Company in any capacity that involves assisting the competitor with respect to competing against the Company in any market in which, at the beginning of the Noncompetition Period, the Company either is selling or marketing any of its products or is actively planning to begin selling or marketing any of its products. Notwithstanding the foregoing, this Section 14(a) shall not apply during the Noncompetition Period if the Executive’s employment is terminated without Cause or the Executive terminates his employment for Good Reason.

               (b) During the Noncompetition Period, other than on behalf of the Company, the Executive shall not induce or solicit any employee of the Company to terminate his or her employment.

               (c) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company and its respective businesses that the Executive obtains during the Executive’s employment by the Company and that is not public knowledge (other than as a result of the Executive’s violation of this Section 14(c) (“Confidential Information”)). For so long as any piece of Confidential Information is sensitive and/or of economic value to the Company, the Executive shall not communicate, divulge or disseminate any such piece of Confidential Information outside the Company, except with the prior written consent of the Company or as otherwise required by law or legal process.

               (d) All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, the Company books, records, files and know-how acquired while the Executive is an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company’s possession or premises or made use of other than in pursuit of the Company’s business or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company and, upon termination of employment for any reason, the Executive shall deliver to the Company, without further demands, the originals and all copies thereof which are then in his possession or under his control.

               (e) The provisions of Sections 14(a), (b), (c) and (d) shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder. In the event of a breach of the Executive’s covenants under this Section 14, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal remedies. For purposes of this Section 14, the “Company” shall include all entities controlling, controlled by or under common control with the Company.

     15. Resolution of Disputes. Any dispute arising out of this Agreement shall, at the Executive’s option, be determined by arbitration under the rules of the American Arbitration Association then in effect, other than any requests for injunctive relief under Section 14(e), or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, if the Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the city in which the Executive resides. More specifically, if litigation is the method for settling any such dispute, venue for the litigation shall be in the Circuit Court of Milwaukee County or, if the Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the county court for the county in which the Executive resides. The parties consent to jurisdiction in the selected venue notwithstanding their residence or situs.

     16. Payment Obligations Absolute. The Company’s obligation during and after the term of the Executive’s employment hereunder to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else, except as provided in Section 9(b)(iii). All amounts payable by the Company hereunder shall be paid without notice (except as provided in Section 12) or demand. The Company will not seek to recover all or any part of any such payment from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever, except as provided in Section 9(b)(iii).

     17. Strict Compliance. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement (including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 10(b)) shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

     18. Successors; Binding Agreement.

               (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as

aforesaid which executes and delivers the agreement provided for in this Section 18 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

               (b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. Except as otherwise expressly provided in Sections 7 and 8 of this Agreement, if the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

     19. Notice. All notices, requests, demands and other communications required or permitted to be given by either party to the other party by this Agreement (including, without limitation, any Notice of Termination of employment) shall be in writing and shall be deemed to have been duly given when delivered personally or received by certified or registered mail, return receipt requested, postage prepaid, at the address of the other party, as follows:

     If to the Company, to:

Sensient Technologies Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Secretary

     If to Executive, to the last address for the Executive in the Company’s records.

     Either party hereto may change its address for purposes of this Section 19 by giving fifteen (15) days prior notice to the other party hereto.

     20. Severability. If any term or provision of this Agreement or the application hereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

     21. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of this Agreement.

     22. Governing Law. This Agreement has been executed and delivered in the State of Wisconsin and shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Wisconsin.

     23. Payroll and Withholding Taxes. All payments to be made or benefits to be provided hereunder by the Company shall be subject to reduction for any applicable payroll-related or withholding taxes.

     24. Entire Agreement. This Agreement supersedes any and all other oral or written agreements heretofore made relating to the subject matter hereof (including, without limitation, the Prior Agreement) other than the Change of Control Agreement, and constitutes the entire agreement of the parties relating to the subject matter hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SENSIENT TECHNOLOGIES CORPORATION (“Company”)
By	/s/ Richard Carney
	Richard Carney
	Vice President — Administration

[CORPORATE SEAL]	Attest:	/s/ John L. Hammond
	EXECUTIVE
	/s/ Kenneth P. Manning
	Kenneth P. Manning

EX-10.3

Exhibit 10.3

Amendment No. 2

To the Sensient Technologies Corporation

Supplemental Executive Retirement Plan A

          WHEREAS, Sensient Technologies Corporation (the “Company”) sponsors the Sensient Technologies Corporation Supplemental Executive Retirement Plan A (the “Plan”); and

          WHEREAS, the definition of “final compensation” under the Plan includes 50% of the highest bonus award, if any, paid to the executive (100% if the executive has at any time been the Company’s chief executive officer, chief operating officer or chief financial officer) under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on the last five annual bonus payment dates immediately preceding, as applicable, the date of the executive’s death or retirement, or the date of the Company’s change of control; and

          WHEREAS, the Company desires to revise the Plan’s definition of “final compensation,” effective as of December 1, 2005, to include 50% (100% if the executive has any time been the Company’s chief executive officer, chief operating officer or chief financial officer) of the highest bonus award, if any, paid to the executive under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the executive attains age 50 and preceding, as applicable, the date of the executive’s death or retirement, or the date of the Company’s change of control;

          NOW THEREFORE, Section 2.D is amended in its entirety to read as follows effective as of December 1, 2005:

“D. “Final Compensation” means the greater of:

1. the Executive’s annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, as of, as applicable, the date of his death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding, as applicable, the date of the Executive’s death or retirement, or the date of the Company’s change of control;

or

2. the Executive’s average annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, during the 60 highest paid consecutive calendar months of the last 120 calendar months immediately preceding, as applicable, the date of his death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding, as applicable, the date of the Executive’s death or retirement, or the date of the Company’s change of control.”

          IN WITNESS WHEREOF, this Amendment is duly executed this                      day of                                          2005.

	SENSIENT TECHNOLOGIES CORPORATION
ATTEST:	By:
	Executive

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EX-10.4

Exhibit 10.4

Amendment No. 2

To the Sensient Technologies Corporation

Supplemental Executive Retirement Plan B

          WHEREAS, Sensient Technologies Corporation (the “Company”) sponsors the Sensient Technologies Corporation Supplemental Executive Retirement Plan B (the “Plan”); and

          WHEREAS, the definition of “final compensation” under the Plan includes 50% of the highest bonus award, if any, paid to the executive (100% if the executive has at any time been the Company’s chief executive officer, chief operating officer or chief financial officer) under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on the last five annual bonus payment dates immediately preceding, as applicable, the date of the executive’s death or retirement, or the date of the Company’s change of control; and

          WHEREAS, the Company desires to revise the Plan’s definition of “final compensation,” effective as of December 1, 2005, to include 50% (100% if the executive has at any time been the Company’s chief executive officer, chief operating officer or chief financial officer) of the highest bonus award, if any, paid to the executive under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the executive attains age 50 and preceding, as applicable, the date of the executive’s death or retirement, or the date of the Company’s change of control;

          NOW THEREFORE, Section 2.D is amended in its entirety to read as follows effective as of December 1, 2005;

“D. “Final Compensation” means the greater of:

1. the Executive’s annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, as of, as applicable, the date of his death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding, as applicable, the date of the Executive’s death or retirement, or the date of the Company’s change of control;

or

2. the Executive’s average annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, during the 60 highest paid consecutive calendar months of the last 120 calendar months immediately preceding, as applicable, the date of his death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers on any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding, as applicable, the date of the Executive’s death or retirement, or the date of the Company’s change of control.”

          IN WITNESS WHEREOF, this Amendment is duly executed this                      day of                                          2005.

	SENSIENT TECHNOLOGIES CORPORATION
ATTEST:	By:
	Executive

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EX-10.5

Exhibit 10.5

Amendment No. 2
To the Sensient Technologies Corporation
Amended and Restated Change Of Control
Employment and Severance Agreements

          WHEREAS, Sensient Technologies Corporation (the “Company”) has entered into an Amended and Restated Change Of Control Employment and Severance Agreements (collectively the “Agreements”) with certain executives of the Company (the “Executives”); and

          WHEREAS, “annual bonus” is defined under the Agreements as a bonus in cash at least equal to the highest bonus award, if any, paid to the Executives under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one of the last five annual bonus payment dates immediately preceding the Company’s change of control; and

          WHEREAS, the Company desires to revise the Agreements to define “annual bonus,” effective as of December 1, 2005, as the greater of the highest bonus award paid to the Executives under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one of the last five annual bonus payment dates immediately preceding the Company’s change of control, or on any one annual bonus payment date coinciding with or following the date on which the Executives attain age 50 and preceding the Company’s change of control;

          NOW THEREFORE, the first sentence of Section 4(b)(ii) is amended in its entirety, effective as of December 1, 2005, to read as follows:

In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the greater of the highest bonus, if any, paid to the Executive under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers, or any comparable bonus under any predecessor or successor plan, on: any one of the last five annual bonus payment dates immediately preceding the Effective Date; or any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding the

Effective Date (the “Recent Annual Bonus”).

          IN WITNESS WHEREOF, this Amendment is duly executed this                      day of                                          2005.

	SENSIENT TECHNOLOGIES CORPORATION
ATTEST:	By:
	Executive

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